AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
AMENDED AND RESTATED MINIMUM BORROWING NOTE REGISTRATION RIGHTS AGREEMENTMinimum Borrowing Note Registration Rights Agreement • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
This Agreement is made pursuant to the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.
LAURUS MASTER FUND, LTD. c/o Laurus Capital Management, LLCSecurity Agreement • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment
Reference is made to the Security Agreement (as amended, restated, modified or supplemented from time to time, the “Security Agreement”) dated as of November 8, 2005 and amended and restated as of December 30, 2005 between Laurus Master Fund, Ltd., a Cayman Islands corporation (“Laurus”), and AirNet Communications Corporation, a Delaware corporation (the “Company”). All capitalized terms used in this letter and not otherwise defined herein shall have the meanings set forth in the Security Agreement.
ContractSecured Convertible Note • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR AS TO SAID COMMON SHARES UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS COPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractSecured Non-Convertible Revolving Note • January 4th, 2006 • Airnet Communications Corp • Radio & tv broadcasting & communications equipment • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO AIRNET COMMUNICATIONS CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
